Golden Star Acquisition (GODN) 8-KOther Events

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

April 3, 2024

Date of Report (Date of earliest event reported)

GOLDEN STAR ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Charter)

99 Hudson Street, 5^th Floor,

New York, New York 10013

(Address of Principal Executive Offices, and Zip Code)

(646) 706-5365

Registrant’s Telephone Number, Including Area Code

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As previously disclosed, on January 10, 2024, G-Star Management Corporation (the “Sponsor”) of Golden Star Acquisition Corporation (the “Company”) requested that the Company extend the latest time for completion of initial business combination from February 4, 2024 up to twelve times, each by an additional one month until February 4, 2025, subject to the Sponsor depositing additional funds into the trust account (the “Trust Account”) as described in the final prospectus filed the Company dated April 21, 2023 (the “Extension of Time Request”). The board of directors of the Company subsequently approved, adopted and ratified the Extension of Time Request by unanimous approval. On February 2, 2024, the Sponsor caused the first monthly extension fee of US$230,000 (equivalent to US$0.033 per public share) to be deposited into the Trust Account. On March 3, 2024, the Sponsor caused the second monthly extension fee of US$230,000 (equivalent to US$0.033 per public share) to be deposited into the Trust Account. On April 1, 2024, the Company held an extraordinary general meeting of shareholders, which approved the proposal by its board of directors to amend the monthly fee payable by the Sponsor and/or its designee into the Trust Account to extend the date by which the Company must consummate its initial business combination to an amount equal to $0.02 for each outstanding public share (the “Amended Monthly Extension Fee”). The Amended Monthly Extension Fee has become operative beginning on April 4, 2024 and throughout the 4th of each succeeding month until February 4, 2025. In connection with the shareholder votes to approve the Amended Monthly Extension Fee, 1,596,607 public shares of the Company were rendered for redemption, which resulted in a total of 5,303,393 public shares of the Company remaining.

On April 3, 2024, the Sponsor caused the third monthly extension fee of US$106,068 (equivalent to US$0.02 per public share) to be deposited into the Trust Account.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.